<PAGE>

                                     EXHIBIT 1.2

Anthony-Taylor Companies, Inc.                              January 27, 1998
Attn: Mr. Chris Post
2240 Vineyard Avenue
Escondido, CA 92029


Dear Chris:

     Following our various discussions and written communications regarding the
purchase by Ameritech Environmental, Inc. ("Purchaser"), a proposed wholly-owned
subsidiary of  SYS, a California corporation, of selected assets and liabilities
of Ameritech Engineering LLC ("Seller"), the following is proposed:

1.  Purchaser will pay Anthony-Taylor Companies, Inc. $50,000 at the closing of
this transaction for the following:

     a.  All tangible assets, including equipment, listed as purchased by the
     Seller on and since October 23, 1996, all of which shall be in good working
     order and so certified by Seller;

     b.  All uncompleted contracts, work-in-process, proposals, sales leads, new
     business opportunities, customer lists, sales literature and related
     documentation, writings, communications and notes pertaining to Seller's
     business;

     c.  The legal name Ameritech Environmental, Inc. (AEI) and other aliases
     which have been used to sell or perform the business being performed during
     the past three years.  Seller to retain ownership of the "logo" and legal
     name of Ameritech Engineering LLC.  Seller agrees not to conduct business
     under the legal name after the date of closing except as necessary during
     liquidation.  Once liquidation is completed Seller will file the necessary
     documents with the State of Nevada to legally close the limited liability
     company;

     d.  All other tangible assets including accounts receivable of Seller for
     services performed after January 31, 1998, or the date that this
     transaction closes, whichever is later, and all goodwill of the Seller
     related to the lines of business of the Seller.

2.  Seller shall retain all accounts receivable for services performed prior to,
and including,  January 31, 1998 or the date that this transaction closes,
whichever is later, and all liabilities other than the Nevada facility lease and
equipment lease obligations for the benefit of Anthony-Taylor and these lease
obligations shall be assumed by Purchaser as of February 1, 1998 or the day
after this transaction closes, whichever is later.

3.  Purchaser acknowledges that Seller was providing the same services offered
by AEI prior to Seller's association with AEI in 1996, and that Seller intends
to continue to offer these services in the future and therefore can not agree to
unconditional non-compete.  Also, Purchaser acknowledges that Seller has
relationships with certain clients that AEI currently does business with that
existed prior to the Seller's association with AEI in 1996.  However, Seller
agrees not to offer Seller's asbestos and lead services to AEI's clients, unless
Seller had a pre-existing relationship with the client.

4.  Purchaser agrees to remove all of the selected assets, as referenced above,
located on Seller's premises at 2240 Vineyard Avenue, Suite A, Escondido,
California no later than 30 days after consummation of this transaction.  In
addition, Purchaser will make arrangements for the transfer of the telephone
numbers

<PAGE>


belonging to AEI to coincide with the moving of the selected assets.

5.  Purchaser agrees that Eugene Fling will devote reasonable time to assist
Seller in collecting outstanding accounts receivable.

6.  Purchaser shall be responsible for the compensation to The Heim Group, Inc.
for this transaction only.  The compensation shall not exceed $28,000.

7.  SYS agrees that purchase of AEI is based wholly on their inspection of the
selected assets included in this transaction, financial data provided by The
Heim Group and representations made by Fling, and that Purchaser is satisfied
with the results of these inspections and the accuracy of all representations
made.

8.  Purchaser agrees to compensate Seller for AEI related expenses incurred
starting February 1, 1998 or the day after this transaction closes, whichever is
later, on a dollar for dollar basis.  These expenses include rent, payroll, cash
disbursements, etc.

9.  Purchaser acknowledges that it is necessary for Seller to enter into an exit
agreement with Fling, and that such agreement is vital to the consummation of
this transaction.  Therefore, Purchaser agrees that this offer is conditional
upon acceptance, by Fling, of the agreement between Seller and Fling.

10.  Consummation of this agreement is also continent upon The Heim Group, Inc.,
Eugene Fling, the SYS Board of Directors and Anthony-Taylor Companies, Inc.
agreeing to the terms of the related agreements.  The Purchaser retains the
right to cancel this agreement if it is not satisfied with the results of its
due diligence investigation.

11.  Each party shall be responsible for their own legal and accounting fees.

     If these terms are agreeable to you, please sign below.  If you have any
questions pertaining to the above, please contact the undersigned.

                                   Respectfully,
                                   SYS

                                   /s/ Robert D. Mowry
                                   Robert D. Mowry
                                   Chairman and Chief Executive Officer

Accepted:


/s/ Chris Post                                    Date: February 4, 1998
-----------------------------------                     ------------------------
Chris Post